Form 8-K HORMEL FOODS CORP /DE/ For: May 26

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D. C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15 (d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)   May 26, 2015

 

HORMEL FOODS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

1 Hormel Place

Austin, MN 55912

(Address of Principal Executive Office)

 

Registrant’s telephone number, including area code:  (507) 437-5611

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 1 – REGISTRANT’S BUSINESS AND OPERATIONS

 

Item 1.01  Entry into a Material Definitive Agreement

 

On May 26, 2015, Hormel Foods Corporation (the Company) entered into a definitive agreement to acquire Applegate Farms, LLC, owner of Applegate®, the No. 1 brand in the natural and organic value-added prepared meats category.  The transaction is subject to customary closing conditions, including the receipt of regulatory approvals in the United States, and is expected to close within 60 days.

 

The purchase price is approximately $775 million.

 

The Company intends to file the definitive agreement with its next quarterly report on Form 10-Q.

 

Section 7 – REGULATION FD

 

Item 7.01 Regulation FD Disclosure

 

On May 26, 2015, the Company issued a press release announcing a definitive agreement to acquire Applegate Farms, LLC, owner of Applegate®, the No. 1 brand in the natural and organic value-added prepared meats category.  A copy of the press release is furnished as Exhibit 99 to this Form 8-K and is incorporated herein by reference.

 

Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 Financial Statements and Exhibits

 

(d)    Exhibits furnished pursuant to Item 7.01

 

99     Press release issued May 26, 2015

 

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	HORMEL FOODS CORPORATION
		(Registrant)
Dated: May 26, 2015	By	/s/ JEFFREY M. ETTINGER
		JEFFREY M. ETTINGER
		Chairman of the Board, President and Chief Executive Officer
Dated: May 26, 2015	By	/s/ JODY H. FERAGEN
		JODY H. FERAGEN
		Executive Vice President and Chief Financial Officer

 

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Exhibit 99

 

FOR IMMEDIATE RELEASE

 

 

 

Media contact: Julie H. Craven

507-437-5345

[email protected]

 

Investor relations contact: Jana L. Haynes
507-437-5248
[email protected]

 

 

Hormel Foods to Acquire Applegate

Company’s largest deal

 

AUSTIN, Minn., (May 26, 2015) – Hormel Foods Corporation (NYSE: HRL) today announced that it has entered into a definitive agreement to acquire Applegate Farms, LLC (“Applegate”), owner of the Applegate® brand, the No. 1 brand in the natural and organic value-added prepared meats category. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals in the United States, and is expected to close within 60 days.

 

“A growing number of consumers are choosing natural and organic products. This deal allows us to expand the breadth of our protein offerings to provide consumers more choice,” said Jeffrey M. Ettinger, chairman of the board, president and chief executive officer at Hormel Foods. “The Applegate team has built a great brand, and consumers can rest assured there will not be any changes to the way Applegate meats are raised and produced. Together, we can provide a faster path to expanded offerings in this high-growth category.”

 

Applegate will operate autonomously as a standalone subsidiary in the company’s Refrigerated Foods segment. Applegate has 100 employees located primarily in Bridgewater, New Jersey, and the company will be managed by this core Applegate team plus a few new folks from the parent company who will relocate to Bridgewater. Applegate has strategic relationships with a diverse set of manufacturers and processors who draw from approximately 1,800 family farms.

 

“Over the last 28 years Applegate has brought transparency and clean ingredients to American favorites and classics like hot dogs, bacon and deli meat,” said Stephen McDonnell, Applegate founder and long-time CEO. “It was my mission from the start to change the way we think about meat – how it’s raised and produced – and this agreement is definitely a continuation of that mission.”

 

Applegate 2015 annual sales are expected to be about $340 million. The purchase price is approximately $775 million. Including estimated deal costs and fair value adjustments, the deal is projected to be neutral to Hormel Foods earnings per share in fiscal 2015, and accretive by approximately 7 to 8 cents per share in fiscal 2016. Hormel Foods expects this acquisition to be accretive to company growth targets.

 

Credit Suisse is serving as exclusive financial advisor to Hormel Foods in connection with this transaction. The selling shareholders are Stephen McDonnell and Swander Pace Capital.

 

For more information on Applegate, please visit http://www.applegate.com/.

 

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CONFERENCE CALL

A conference call will be webcast at 7:15 a.m. ET on Wednesday, May 27, 2015. Access is available at www.hormelfoods.com. The call will also be available via telephone by dialing 800-723-6498 and providing the access code 5821125. An audio replay is available by calling 888-203-1112 and entering access code 5821125. The audio replay will be available beginning at 10:15 a.m. ET on Wednesday, May 27, 2015, through 10:15 a.m. ET on Wednesday, June 10, 2015. The webcast replay will be available at 10:15 a.m. ET, Wednesday, May 27, 2015, and will remain on our website for one year.

 

About Hormel Foods

Hormel Foods Corporation, based in Austin, Minn., is a multinational manufacturer and marketer of consumer-branded food and meat products, many of which are among the best known and trusted in the food industry. The company leverages its extensive expertise, innovation and high competencies in pork and turkey processing and marketing to bring branded, value-added products to the global marketplace. The company is a member of the Standard & Poor’s (S&P) 500 Index, S&P 500 Dividend Aristocrats for 2014, was named the 2013 Sustainable Supply Chain of the Year by Refrigerated & Frozen Foods magazine, and was again named one of “The 100 Best Corporate Citizens” by Corporate Responsibility Magazine for the seventh year in a row. Hormel Foods was also recognized as a 2015 Military Friendly Employer by G.I. Jobs magazine, on the 2015 Best for Vets Employers List by Military Times, and was named one of the 2015 40 Best Companies for Leaders by Chief Executive magazine. The company enjoys a strong reputation among consumers, retail grocers, foodservice and industrial customers for products highly regarded for quality, taste, nutrition, convenience and value. For more information, visit http://www.hormelfoods.com.

 

Forward-Looking Statements

This news release contains forward-looking information based on management’s current views and assumptions. Actual events may differ materially. Factors that may affect actual results include, but are not limited to: whether and when the required regulatory approvals will be obtained, whether and when the closing conditions will be satisfied, whether and when the transaction will close, whether and when the Company will be able to realize the expected financial results and accretive effect of the transaction, and how customers, competitors, suppliers and employees will react to the transaction.  Please refer to the cautionary statement regarding Forward-Looking Statements and Risk Factors on pages 29-36 in the company’s Form 10-Q for the fiscal quarter ended January 25, 2015.  The company’s Form 10-Q can be accessed at www.hormelfoods.com under “Investors-SEC Filings.”

 

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